Omaha, Neb., July 12, 2010 – Union Pacific Corporation (NYSE: UNP; and "Union Pacific" or the "Corporation") today announced the expiration of its offer to exchange its outstanding 7.875% Notes due 2019 (the "Existing Notes") for 5.78% Notes due 2040 (the "New Notes") and cash (the "Exchange Offer"). The Exchange Offer, which commenced on June 11, 2010, expired at 11:59 p.m., New York City time on July 9, 2010 (the "Expiration Date"). According to information provided by the exchange agent for the Exchange Offer, Union Pacific received valid tenders from holders of $375,900,000 aggregate principal amount of Existing Notes.
On July 14, 2010, Union Pacific expects to deliver an aggregate principal amount of $375,900,000 of New Notes and will pay $95,775,561 cash consideration for the Existing Notes accepted for exchange, plus accrued and unpaid interest on such Existing Notes.
The Exchange Offer was conducted upon the terms and subject to the conditions set forth in the offering memorandum dated June 11, 2010, as supplemented, and the related letter of transmittal. The Exchange Offer was only made to a holder of the Existing Notes who certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933 (the "Securities Act"), or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act.
The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.